Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except as specifically disclosed in the Public Reports (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have not declared or made any dividend or distribution of cash or property to their shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Exchange, the Company and its subsidiaries have not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 3 contracts
Samples: Amended and Restated Agreement and Plan of Share Exchange (Rotoblock Corp), And Restated Agreement and Plan of Share Exchange (Rotoblock Corp), Agreement and Plan of Share Exchange (Rotoblock CORP)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31September 30, 2011, 2010 except as specifically disclosed in the Public Reports (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Exchange, the Company and its subsidiaries have has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (American Smooth Wave Ventures, Inc.), Agreement and Plan of Reorganization (Cfo Consultants, Inc.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have BOLD has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have BOLD has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have BOLD has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have BOLD has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have BOLD has not suffered any substantial l losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have BOLD has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 2 contracts
Samples: Share Exchange Agreement (Bold Energy Inc.), Share Exchange Agreement (Bold Energy Inc.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly annual report on Form 10-Q for the quarter ended July 31September 30, 20112014, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have HDSI has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have HDSI has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have HDSI has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have HDSI has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have HDSI has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the ExchangeAgreement, the Company and its subsidiaries have HDSI has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 2 contracts
Samples: Cmgo Strategic Transaction Agreement (HDS International Corp.), Strategic Expansion Agreement (HDS International Corp.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011March 30,2013, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have PBCW has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have PBCW has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have PBCW has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have PBCW has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have PBCW has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have PBCW has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 2 contracts
Samples: Share Exchange Agreement (Pub Crawl Holdings, Inc.), Share Exchange Agreement (Pub Crawl Holdings, Inc.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports herein: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have MYHI has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have MYHI has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have MYHI has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have MYHI has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have MYHI has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have MYHI has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 2 contracts
Samples: Share Exchange Agreement (Mountain High Acquisitions Corp.), Share Exchange Agreement (Mountain High Acquisitions Corp.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly annual report on Form 10-Q K for the quarter fiscal year ended July 31, 20112009, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have Color Accents has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have Color Accents has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have Color Accents has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have Color Accents has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have Color Accents has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have Color Accents has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Samples: Share Exchange Agreement (Color Accents Holdings, Inc.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 20112012, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have CENTURYTOUCH has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have CENTURYTOUCH has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have CENTURYTOUCH has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have CENTURYTOUCH has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have CENTURYTOUCH has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have CENTURYTOUCH has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports Enviro Schedules, since December 31, 2020: (Aa) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (Bb) the Company and its subsidiaries have Enviro has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (Cc) the Company and its subsidiaries have Enviro has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (Dd) the Company and its subsidiaries have Enviro has not made any loan, advance or capital contribution to or investment in any person or entity; (Ee) the Company and its subsidiaries have Enviro has not discharged or satisfied any lien Hen or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (Ff) the Company and its subsidiaries have Enviro has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (Gg) except for the Share Exchange, the Company and its subsidiaries have Enviro has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (h) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (i) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (j) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31April 30, 20112012, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have PRTN has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have PRTN has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have PRTN has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have PRTN has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have PRTN has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have PRTN has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly annual report on Form 10-Q K for the quarter year ended July December 31, 2011, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have CDYY has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have CDYY has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have CDYY has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have CDYY has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have CDYY has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have CDYY has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have ISRB has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have ISRB has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have ISRB has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have ISRB has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have ISRB has not suffered any substantial l losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have ISRB has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since Except for loans in the date aggregate of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except $678,897 and as specifically disclosed in the Public Reports herein: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have APSI has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have APSI has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have APSI has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have APSI has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have APSI has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have APSI has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report Amended Quarterly Report on Form 10-Q Q/A for the quarter ended July March 31, 2011, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have GWBU has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have GWBU has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have GWBU has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have GWBU has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have GWBU has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have GWBU has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Samples: Share Exchange Agreement (Great Wall Builders Ltd.,)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports herein: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have MYXY has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have MYXY has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have MYXY has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have MYXY has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have MYXY has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have MYXY has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports herein: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have MLWN has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have MLWN has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have MLWN has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have MLWN has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have MLWN has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have MLWN has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly annual report on Form 10-Q K for the quarter year ended July December 31, 20112010, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have HDSI has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have HDSI has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have HDSI has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have HDSI has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have HDSI has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the ExchangeAgreement, the Company and its subsidiaries have HDSI has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Samples: Asset Acquisition Agreement (HDS International Corp.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly annual report on Form 10-Q K for the quarter year ended July 31, 20112010, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have TYCV has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have TYCV has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have TYCV has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have TYCV has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have TYCV has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have TYCV has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31November 30, 20112008, except as specifically disclosed in the Public Reports or in connection with this Share Exchange: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have Artistry has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have Artistry has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have Artistry has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have Artistry has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have Artistry has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have Artistry has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Samples: Share Exchange Agreement (Artistry Publications Inc)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31June 30, 20112009, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have New Image has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have New Image has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have New Image has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have New Image has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have New Image has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have New Image has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Samples: Share Exchange Agreement (Car Charging Group, Inc.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports herein: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have PubCo has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have PubCo has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have PubCo has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have PubCo has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have PubCohas not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have PubCo has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; and (H) PubCo has not entered into any transaction with any officer, director or 10% shareholder.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July December 31, 2011, 2010 except as specifically disclosed in the Public Reports (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their capital stockits share capital, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Exchange, the Company and its subsidiaries have has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports Company Schedules, since December 31,2020: (Aa) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (Bb) the Company and its subsidiaries have has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (Cc) the Company and its subsidiaries have has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (Dd) the Company and its subsidiaries have has not made any loan, advance or capital contribution to or investment in any person or entity; (Ee) the Company and its subsidiaries have has not discharged or satisfied any lien Hen or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (Ff) the Company and its subsidiaries have has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (Gg) except for the Share Exchange, the Company and its subsidiaries have has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; (h) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (i) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (j) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports herein: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have TPHX has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have TPHX has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have TPHX has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have TPHX has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have TPHX has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have TPHX has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Samples: Share Exchange Agreement (Tanaris Power Holdings Inc.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly annual report on Form 10-Q K/A for the quarter year ended July October 31, 20112008, except as specifically disclosed in the Public Reports or in connection with this Share Exchange: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have Moonshine has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have Moonshine has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have Moonshine has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have Moonshine has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have Moonshine has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have Moonshine has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31September 30, 20112008, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have Emys has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have Emys has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have Emys has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have Emys has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have Emys has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have Emys has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Samples: Share Exchange Agreement (Emy's Salsa Aji Distribution Company, Inc.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31September 30, 20112009, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have FormulaWon has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have FormulaWon has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have FormulaWon has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have FormulaWon has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have FormulaWon has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have FormulaWon has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports herein:\ (A) since November 30, 2017, there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Securities Exchange, the Company and its subsidiaries have has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Samples: Securities Exchange Agreement (Brookmount Explorations Inc)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31September 30, 20112012, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have DMHI has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have DMHI has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have DMHI has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have DMHI has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have DMHI has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have DMHI has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports Section 2.15: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have FORMRUNNER has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have FORMRUNNER has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have FORMRUNNER has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have FORMRUNNER has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have FORMRUNNER has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have FORMRUNNER has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report Quarterly Report on Form 10-Q for the quarter ended July May 31, 2011, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have SNDC has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have SNDC has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have SNDC has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have SNDC has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have SNDC has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have SNDC has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports herein: (Ai) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (Bii) the Company and its subsidiaries have NuZee US has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (Ciii) the Company and its subsidiaries have NuZee US has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (Div) the Company and its subsidiaries have NuZee US has not made any loan, advance or capital contribution to or investment in any person or entity; (Ev) the Company and its subsidiaries have NuZee US has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (Fvi) the Company and its subsidiaries have NuZee US has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (Gvii) except for the Share Exchange, the Company and its subsidiaries have NuZee US has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly annual report on Form 10-Q K for the quarter year ended July December 31, 20112010, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have GMV has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have GMV has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have GMV has not made any loan, advance or capital contribution to to, or investment in any person or entity; (E) the Company and its subsidiaries have GMV has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have GMV has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have GMV has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports on Schedule 3.11, since December 31, 2012: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have Dyna has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than matters arising in the ordinary course of business and professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have Dyna has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have Dyna has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have Dyna has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have Dyna has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have Dyna has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business; and (H) Dyna has not entered into any transaction with any officer, director or 10% shareholder.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July December 31, 20112009, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have IDVC has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have IDVC has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have IDVC has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have IDVC has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have IDVC has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have IDVC has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Samples: Share Exchange Agreement (Infrastructure Developments Corp.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports herein: (Ai) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (Bii) the Company and its subsidiaries have Praco has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (Ciii) the Company and its subsidiaries have Praco has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (Div) the Company and its subsidiaries have Praco has not made any loan, advance or capital contribution to or investment in any person or entity; (Ev) the Company and its subsidiaries have Praco has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (Fvi) the Company and its subsidiaries have Praco has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (Gvii) except for the Share Exchange, the Company and its subsidiaries have Praco has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July January 31, 20112010, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have HMSM has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have HMSM has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have HMSM has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have HMSM has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have HMSM has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have HMSM has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Samples: Share Exchange Agreement (Hotel Management Systems, Inc.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31September 30, 20112012, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have PBCW has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have PBCW has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have PBCW has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have PBCW has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have PBCW has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have PBCW has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Samples: Share Exchange Agreement (Pub Crawl Holdings, Inc.)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q K for the quarter year ended July December 31, 20112009, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have SFCF has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have SFCF has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have SFCF has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have SFCF has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have SFCF has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have SFCF has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 20112012, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have SVEN has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have SVEN has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have SVEN has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have SVEN has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have SVEN has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have SVEN has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have AMMO has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have AMMO has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have AMMO has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have AMMO has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have AMMO has not suffered any substantial l losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have AMMO has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
Appears in 1 contract
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31June 30, 20112010, except as specifically disclosed in the Public Reports Reports: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have League Now has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional fees; (C) the Company and its subsidiaries have League Now has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have League Now has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have League Now has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have League Now has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have League Now has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
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Samples: Share Exchange Agreement (League Now Holdings Corp)
Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports herein: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have GROWLIFE has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have GROWLIFE has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have GROWLIFE has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have GROWLIFE has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have GROWLIFE has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have GROWLIFE has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
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Absence of Undisclosed Liabilities. Since the date of the filing of its quarterly report on Form 10-Q for the quarter ended July 31, 2011, except Except as specifically disclosed in the Public Reports herein: (A) there has been no event, occurrence or development that has resulted in or could result in a Material Adverse Effect; (B) the Company and its subsidiaries have Axiom has not incurred any liabilities, obligations, claims or losses, contingent or otherwise, including debt obligations, other than professional feesfees to be paid prior to Closing; (C) the Company and its subsidiaries have Axiom has not declared or made any dividend or distribution of cash or property to their its shareholders, purchased, redeemed or made any agreements to purchase or redeem any shares of their its capital stock, or issued any equity securities other than with respect to transactions contemplated hereby; (D) the Company and its subsidiaries have Axiom has not made any loan, advance or capital contribution to or investment in any person or entity; (E) the Company and its subsidiaries have Axiom has not discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (F) the Company and its subsidiaries have Axiom has not suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; and (G) except for the Share Exchange, the Company and its subsidiaries have Axiom has not entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business.
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